0001193125-23-152504.txt : 20230524 0001193125-23-152504.hdr.sgml : 20230524 20230524080950 ACCESSION NUMBER: 0001193125-23-152504 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230524 DATE AS OF CHANGE: 20230524 GROUP MEMBERS: HARLAND GROUP LLC GROUP MEMBERS: MICHAEL H. GILES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUOTEMEDIA INC CENTRAL INDEX KEY: 0001101433 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 912008633 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86938 FILM NUMBER: 23950659 BUSINESS ADDRESS: STREET 1: 17100 E SHEA BLVD STREET 2: SUITE 230 CITY: FOUNTAIN HILLS STATE: AZ ZIP: 85268 BUSINESS PHONE: 4809057311 MAIL ADDRESS: STREET 1: 17100 E SHEA BLVD STREET 2: SUITE 230 CITY: FOUNTAIN HILLS STATE: AZ ZIP: 85268 FORMER COMPANY: FORMER CONFORMED NAME: QUOTEMEDIA INC DATE OF NAME CHANGE: 20030628 FORMER COMPANY: FORMER CONFORMED NAME: QUOTEMEDIA COM INC DATE OF NAME CHANGE: 19991221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FinTech HQ Inc. CENTRAL INDEX KEY: 0001960099 IRS NUMBER: 921131785 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1220 MAIN STREET STREET 2: SUITE 400 CITY: VANCOUVER STATE: WA ZIP: 98660 BUSINESS PHONE: 888.994.4552 MAIL ADDRESS: STREET 1: 1220 MAIN STREET STREET 2: SUITE 400 CITY: VANCOUVER STATE: WA ZIP: 98660 SC 13D/A 1 d473090dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

QUOTEMEDIA, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

749114104

(CUSIP Number)

 

 

Michael H. Giles

FinTech HQ Inc.

1220 Main Street, Suite 400

Vancouver, WA 98660

(888) 994-4552

  

with copies to:

 

Joseph F. Bailey

Perkins Coie LLP

1120 NW Couch Street, 10th Floor

Portland, OR 97209

(503) 727-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 19, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box.  ☐

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 749114104

 

  1.    

  Names of reporting persons

 

  FinTech HQ Inc.

  2.  

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of funds (see instructions)

 

  WC

  5.  

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or place of organization

 

  Delaware

Number of

shares

  beneficially  

owned by

each

reporting

person

with

 

      7.     

  Sole voting power

 

  0

     8.   

  Shared voting power

 

  7,404,735*

     9.   

  Sole dispositive power

 

  0

   10.   

  Shared dispositive power

 

  7,404,735*

11.    

  Aggregate amount beneficially owned by each reporting person

 

  7,404,735*

12.  

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.  

  Percent of class represented by amount in Row (11)

 

  8.2%*

14.  

  Type of reporting person (see instructions)

 

  CO

 

*

FinTech HQ Inc. (“FinTech HQ”) directly owns 7,404,735 shares of Common Stock, par value $0.001 per share (“Common Stock”) of QuoteMedia, Inc. (the “Issuer”), representing approximately 8.2% of the 90,477,798 shares of Common Stock outstanding as of May 1, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Securities and Exchange Commission on May 12, 2023. Harland Group LLC (“Harland Group”) is the sole stockholder of FinTech HQ and exercises voting and dispositive power over the shares of Common Stock owned by FinTech HQ and may be deemed to beneficially own the 7,404,735 shares of Common Stock owned directly by FinTech HQ, or 8.2% of the shares of Common Stock deemed issued and outstanding as of the filing date of this report (the “Report Date”). Michael H. Giles is the sole member and sole manager of Harland Group and may be deemed to beneficially own the 7,404,735 shares of Common Stock owned directly by FinTech HQ, or 8.2% of the shares of Common Stock deemed issued and outstanding as of the Report Date.

CUSIP No. 749114104

 

  1.    

  Names of reporting persons

 

  Harland Group LLC

  2.  

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of funds (see instructions)

 

  AF

  5.  

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or place of organization

 

  Washington

Number of

shares

  beneficially  

owned by

each

reporting

person

with

 

      7.     

  Sole voting power

 

  0

     8.   

  Shared voting power

 

  7,404,735*

     9.   

  Sole dispositive power

 

  0

   10.   

  Shared dispositive power

 

  7,404,735*

11.    

  Aggregate amount beneficially owned by each reporting person

 

  7,404,735*

12.  

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.  

  Percent of class represented by amount in Row (11)

 

  8.2%*

14.  

  Type of reporting person (see instructions)

 

  HC

 

*

FinTech HQ directly owns 7,404,735 shares of Common Stock of the Issuer, representing approximately 8.2% of the 90,477,798 shares of Common Stock outstanding as of May 1, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Securities and Exchange Commission on May 12, 2023. Harland Group is the sole stockholder of FinTech HQ and exercises voting and dispositive power over the shares of Common Stock owned by FinTech HQ and may be deemed to beneficially own the 7,404,735 shares of Common Stock owned directly by FinTech HQ, or 8.2% of the shares of Common Stock deemed issued and outstanding as of the Report Date. Michael H. Giles is the sole member and sole manager of Harland Group and may be deemed to beneficially own the 7,404,735 shares of Common Stock owned directly by FinTech HQ, or 8.2% of the shares of Common Stock deemed issued and outstanding as of the Report Date.

CUSIP No. 749114104

 

  1.    

  Names of reporting persons

 

  Michael H. Giles

  2.  

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of funds (see instructions)

 

  AF

  5.  

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or place of organization

 

  Washington

Number of

shares

  beneficially  

owned by

each

reporting

person

with

 

      7.     

  Sole voting power

 

  0

     8.   

  Shared voting power

 

  7,404,735*

     9.   

  Sole dispositive power

 

  0

   10.   

  Shared dispositive power

 

  7,404,735*

11.    

  Aggregate amount beneficially owned by each reporting person

 

  7,404,735*

12.  

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.  

  Percent of class represented by amount in Row (11)

 

  8.2%*

14.  

  Type of reporting person (see instructions)

 

  IN

 

*

FinTech HQ directly owns 7,404,735 shares of Common Stock of the Issuer, representing approximately 8.2% of the 90,477,798 shares of Common Stock outstanding as of May 1, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Securities and Exchange Commission on May 12, 2023. Harland Group is the sole stockholder of FinTech HQ and exercises voting and dispositive power over the shares of Common Stock owned by FinTech HQ and may be deemed to beneficially own the 7,404,735 shares of Common Stock owned directly by FinTech HQ, or 8.2% of the shares of Common Stock deemed issued and outstanding as of the Report Date. Michael H. Giles is the sole member and sole manager of Harland Group and may be deemed to beneficially own the 7,404,735 shares of Common Stock owned directly by FinTech HQ, or 8.2% of the shares of Common Stock deemed issued and outstanding as of the Report Date.

Explanatory Note

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of QuoteMedia, Inc., a Nevada corporation (the “Issuer”) and is being filed to amend the initial statement on Schedule 13D filed on December 29, 2022 (the “Schedule 13D”).

Except as set forth herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

 

Item 2.

Identity and Background.

The first paragraph of Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Schedule 13D is being jointly filed by (i) FinTech HQ Inc. (“FinTech HQ”), (ii) Harland Group LLC (“Harland Group”), and (iii) Michael H. Giles. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Harland Group is the sole stockholder of FinTech HQ and exercises voting and dispositive power over the shares of Common Stock held by FinTech HQ. Michael H. Giles is the sole member and sole manager of Harland Group. This Schedule 13D relates to the shares of Common Stock directly owned by FinTech HQ. As a result of the foregoing, as of the date of this Schedule 13D/A, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, each of FinTech HQ, Harland Group and Mr. Giles may be deemed to beneficially own approximately 8.2% of the shares of the Issuer’s Common Stock outstanding as of May 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Securities and Exchange Commission on May 12, 2023.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

FinTech HQ used cash in the aggregate amount of $275,262 from its working capital to make the purchase of an additional 1,081,000 shares of Common Stock reported herein. No borrowed funds were used to purchase any of the 1,081,000 shares of Common Stock reported herein.

 

Item 5.

Interest in Securities of the Issuer.

Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) FinTech HQ directly owns 7,404,735 shares of Common Stock of the Issuer, representing approximately 8.2% of the shares of Common Stock outstanding. Each of Harland Group and Mr. Giles may be deemed to beneficially own the 7,404,735 shares of Common Stock owned directly by FinTech HQ. The aggregate percentage of Common Stock reported in this Item 5 and set forth in Row 13 of the cover pages filed herewith is calculated based upon 90,477,798 shares of Common Stock outstanding as of May 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Securities and Exchange Commission on May 12, 2023.

Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:

(b) FinTech HQ has shared power to vote or to direct the vote and shared power to dispose of or to direct the disposition of the 7,404,735 shares of Common Stock owned directly by FinTech HQ. Each of Harland Group and Michael H. Giles has shared power to vote or to direct the vote and shared power to dispose of or to direct the disposition of the 7,404,735 shares of Common Stock owned directly by FinTech HQ. Harland Group is the sole stockholder of FinTech HQ and exercises voting and dispositive power over the shares of Common Stock held by FinTech HQ. Michael H. Giles is the sole member and sole manager of Harland Group and exercises voting and dispositive power over the shares of Common Stock held by FinTech HQ.

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:

(c) Set forth in the table below are all transactions in the shares of Common Stock effected during the past sixty days by the Reporting Persons, inclusive of any transactions effected through May 24, 2023. All transactions in the Common Stock were effected on the open market.

 

Reporting Person

    Date of
Transaction		      Amount of
Shares		      Price Per
Share		  

FinTech HQ

      5/19/2023        1,081,000      $ 0.2546  

Except as set forth in this Schedule 13D/A, the Reporting Persons have not effected any transaction in the Common Stock, or securities convertible into, exercisable for or exchangeable for, shares of Common Stock in the last 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Effective January 30, 2023, Harland Group transferred the 238,703 shares of Common Stock it owned directly to FinTech HQ pursuant to a loan arrangement between Harland Group and FinTech HQ.

Except as set forth in this Schedule 13D/A, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person, with respect to the Common Stock of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 24, 2023

 

FINTECH HQ INC.
By:  

/s/ Michael H. Giles

  Michael H. Giles, President
HARLAND GROUP LLC
By:  

/s/ Michael H. Giles

  Michael H. Giles, Sole Manager/Sole Member

 

/s/ Michael H. Giles
Michael H. Giles